PDG Pendragon Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

1 February 2024

Pendragon PLC ("Pendragon" or the "Company")

Completion of the Disposal

Subscription by Lithia, Strategic Partnership, Board Changes and Accounting Reference Date Change

Further to the announcement on 28 December 2023, Pendragon is pleased to announce the sale of the entire issued share capital of Pendragon NewCo 2 Limited completed on 31 January 2024 for a gross aggregate consideration of £367 million, subject to certain financial adjustments, following the satisfaction of all customary completion conditions, alongside the Subscription by Lithia for an aggregate subscription price of £30 million and the entry into the Strategic Partnership with a wholly-owned subsidiary of Lithia Motors, Inc.

Today marks the beginning of the transformation of Pendragon into Pinewood Technologies, a pure-play SaaS business, which operates the Company's dealer management software business. The Board strongly believes that the growth prospects for the Company will be enhanced materially as a result of becoming a standalone business, as well as through the Strategic Partnership with Lithia.

Subscription by Lithia

In connection with completion of the Subscription, the admission of 279,388,880 new Ordinary Shares (the "Subscription Shares") to the premium listing segment of the Official List and to trading on the Main Market ("Subscription Admission"), occurred at 8.00 a.m. today.

The Subscription Shares have been issued fully paid and rank pari passu in all respects with the existing Ordinary Shares save for the Transaction Dividend which Lithia waives all rights and entitlements to, in respect of the Subscription Shares.

Following Subscription Admission, the Company's issued share capital consists of 1,742,312,403 Ordinary Shares, representing a total ordinary share capital of £87,115,620.15. The voting rights attached to the Ordinary Shares are on the basis of one vote per Ordinary Share, representing total voting rights of 1,742,312,403. There are no shares held in treasury.

The above figure (1,742,312,403) may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Director Appointments and Resignation

As previously notified and pursuant to the terms of the Subscription, Transfer and Relationship Agreement, Chris Holzshu, Chief Operating Officer of Lithia, and George Hines, Chief Technology Officer of Lithia, have been appointed to the Board.

In addition, Mark Willis' resignation as Director and Chief Financial Officer of the Company will become effective today. He is replaced as a Director and Chief Financial Officer of the Company by Oliver Mann, previously Director of Group Finance of Pendragon, with immediate effect.

Accounting Reference Date Change

In addition, the Company confirms a change to its accounting reference date and financial year end, with immediate effect, from 31 December to 31 January.

As a result, the Company's next four financial reporting events will be as follows:

·      Publication of audited accounts for the 13 months to 31 January 2024, by 30 May 2024

·      Publication of unaudited interim accounts for the 6 months to 31 July 2024, by 31 October 2024

·      Publication of audited accounts for the 12 months to 31 January 2025, by 30 May 2025

·      Publication of unaudited interim accounts for the 6 months to 31 July 2025, by 31 October 2025

Defined terms used in this announcement have the same meaning where used, or otherwise defined, in the Circular of the Company dated 20 September 2023 or the Supplementary Circular of the Company dated 9 October 2023, unless otherwise defined herein.

Enquiries:

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole responsibility of Pendragon.

This announcement contains inside information. The person responsible for arranging this announcement on behalf of Pendragon is Oliver Mann, Director and Chief Financial Officer.

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting solely for the Company, and for no-one else, as financial adviser in connection with Admission and the Transaction (as amended by the Transaction Amendments) and as sponsor in connection with Admission and the Disposal and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to Admission, the Disposal and the Transaction (as amended by the Transaction Amendments), the content of this announcement or any other matters described in this announcement. To the fullest extent permitted by law, neither Jefferies nor any of its affiliates assumes any responsibility whatsoever for or makes any representation or warranty express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf and nothing contained in this announcement is, or shall be, relied upon as a promise or representation in this respect whether as to the past, present or future, in connection with the Company, the Group, the Disposal Group, the Continuing Group, Admission, the Disposal or the Transaction (as amended by the Transaction Amendments). Jefferies and its affiliates accordingly disclaims to the fullest extent permitted by law all and any duty, responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or any such statement or otherwise.

This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction.

This announcement has been prepared for the purpose of complying with the applicable law and regulation of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this announcement has been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.